Code of Ethics and Conduct

INTRODUCTION

The Colliers International Group Inc. (“CIGI” or “Company”) Code of Ethics & Conduct (“Code”) contains the policies that everyone who is employed or retained by our Company, its owned affiliates and subsidiaries must understand and always follow. It is intended to supplement any local or regional policies and procedures with respect to your work on behalf of CIGI, its subsidiaries and/or owned affiliates.

While our Code does not attempt to cover every possible ethical issue that may arise, it does describe the basic principles that should guide your conduct. As a general rule, applying common sense, good judgment and integrity to the business issues you face will help ensure that your decisions are consistent with this Code.
Be sensitive to situations that could result in illegal or improper action in any of the countries in which we operate, and communicate any possible violation of our ethical principles to our Vice President, Legal Counsel, or contact our Colliers Direct hotline. Since our individual actions will reflect on the Company as a whole, we must be alert to avoiding any activities that may even look improper.

Those subject to this Code are responsible for conducting their business activities on behalf of the Company in accordance with the principles and standards the Code establishes. Each individual subject to this Code must report to the Company any action that appears to be in violation of the Code. CIGI will not retaliate against any individual who honours the requirement to report in good faith any potential Code violation. We must also take reasonable steps to assure that consultants, agents or representatives we engage to represent or provide services to or for the firm comply with this Code and our values.

The business of CIGI must be conducted in compliance with the applicable laws, rules and regulations of the countries and communities in which we operate. This includes certain U.S. laws that apply to all of our worldwide operations because we are a publicly traded company within the United States. We intend our Code to apply consistently to all of our employees and independent contractors on a worldwide basis. However, if a provision of our Code would violate an applicable law or regulation within a particular country, then we will consider that such provision is void and of no force or effect as to our operations within that country. In the event that the Code prescribes a more rigorous standard than that provided for under an applicable local law or regulation, the Code shall apply.

We will also act in compliance with all relevant professional standards and the highest ethical business standards. Moreover, the Company has various corporate policies in place with respect to particular business activities or activities in certain jurisdictions, and our employees and representatives are responsible for determining how those policies apply to their roles and must understand and comply with them. We make those policies available to everyone via our Colliers Hub.

This Code is intended to apply, without limitation, at any Company facility where you are employed or engaged, any location where you are carrying out your duties (e.g. client sites, client or other events), Company sponsored events and any other setting where you may be in contact with any other Company employees, representatives or clients (whether or not organized or sponsored by the Company).

Compliance with the Code is mandatory, and one’s failure to comply provides immediate grounds for termination of employment or association with the Company on a “good cause” or “for cause” basis or other sanctions. Assenting to the terms of the Code is a condition of continued employment or engagement with CIGI, its subsidiaries or owned affiliates and is intended to be completed on an annual basis. The Code may be amended from time to time at the discretion of the Company.OUR PEOPLE

Respect

We will treat one another with respect and with dignity. We will respect the differences of our people from around the world.

Employment decisions shall be based on business reasons such as qualifications, ability and achievements and shall be made in compliance with applicable employment laws. We shall always behave professionally with our colleagues and those we otherwise do business with on behalf of Colliers, no matter whether within our offices or outside of our offices.

Bullying, harassment and workplace violence

Abusive, harassing or offensive conduct, of any sort, is unacceptable whether verbal, physical or visual. Threats or acts of violence or physical intimidation are prohibited. All of our representatives are entitled to a safe workplace and, to this end, no firearms or dangerous weapons are to be carried at any Colliers or client premises at any time.

You are encouraged to speak out if a coworker's conduct makes you or others uncomfortable and to report harassment of any kind or threatening behavior if it occurs. Colliers Direct is available for your use if you would prefer using this form of communication, and no retaliation in response to any complaint made in good faith is permitted. For more detailed information on what may constitute harassment, you are encouraged to consult your applicable regional policy on our Colliers Hub.

Personal relationships

CIGI makes substantial efforts to avoid any risk of compromising its professional standards or reputation.

Therefore, employees and/or independent contractors are expected to conduct themselves in a professional manner at all times. All personnel are prohibited from social interaction with colleagues that might be perceived as inappropriate, disrespectful, vulgar, profane or insulting. In particular, management personnel are expected to set a high standard of professional conduct both at work and in any social setting at events sponsored by CIGI.

In order to minimize the risk of conflicts of interest and promote fairness, no person in a management or supervisory position shall have a romantic or dating relationship with an employee whom he or she directly or indirectly supervises or whose terms or conditions of employment or engagement he or she may directly or indirectly influence (examples of terms or conditions of employment include promotion, termination, discipline and compensation). If such a relationship develops, you are expected to raise the issue immediately your regional leadership team in order for a resolution to be arranged.

Communications systems

CIGI’s communications systems, including telephone, internet and email systems, are provided to you for business purposes to help you do your job. Our communications systems are not to be used for viewing, receiving or transmitting inappropriate materials or materials that may be offensive to coworkers. While we understand the need for limited, occasional and infrequent use of communications systems for personal purposes, you must be aware that all messages sent and received on our communications systems may, subject to any applicable laws, be monitored, reviewed and stored. It is unreasonable for you to have any expectation of privacy with respect to these communications. You are not to intentionally delete any electronically stored files except in accordance with our document retention and deletion policies. You are responsible for understanding our separate and more detailed policies regarding the use of our information technology systems and the software and internet access that are made available to you in order for you to carry out your business duties.OUR CLIENTS AND BUSINESS PARTNERS

General

At all times, you are expected to treat all clients and others with whom we do business with respect and integrity. At no time should you engage in any unfair, deceptive, misleading or dishonest conducted towards or involving any third party with whom we do business.

Professional standards and conduct

CIGI expects you to comply with the local professional standards and any applicable laws and regulations that are applicable to you in the country/region/city/state in which you work.

Client conflicts of interest

You will not act for a client where there is potential for the interests of that client to be in conflict with those of any other client of CIGI or with yourself or CIGI generally, without first disclosing that potential conflict of interest and receiving each client's written confirmation that it nevertheless wishes to continue with the engagement (if permitted to do so under applicable professional standards, laws and regulations). An example of a conflict that must be disclosed in advance would be where a leasing agent represents a prospective tenant in a building in which we also act as agent for the landlord. A further example could include where an agent owns any direct or indirect financial interest in a property that a prospective client is evaluating for lease or purchase.
Anti-competitive behavior

Like all other companies, Colliers is required to compete for business with various competitors around the world. Competitive engagements that Colliers is awarded will result from the merits of our proposal, and no one subject to this Code is permitted to engage in any conduct that is contrary to applicable antitrust laws. This includes, without limitation, any “bid rigging” or price fixing for engagements that we are competing for.

Licensing

Many local governments require special licenses to engage in real estate businesses. We will not perform services in any jurisdiction where we are not licensed to do so, except through an agent duly licensed in the jurisdiction. You must familiarize yourself with the restrictions on engaging in real estate activities in each jurisdiction in which you propose to operate in order to ensure that you remain compliant with all applicable rules.

Government clients and anti-bribery restrictions

We must take special care to comply with all legal and contractual obligations when dealing with government clients. National and local governments all around the world have specific and varied procurement laws and regulations that have been established to protect the public interest. These laws generally prohibit or strictly limit offering gifts, entertainment and travel to government officials. They also often apply to hiring current or recently retired government officials and their families, and to any conduct that may be viewed as improperly influencing objective decision-making. You should contact CIGI’s legal department if you have any questions in this regard.

We must not offer, make or promise to make any illegal, improper or questionable payments or commitments of personal or company funds or other valuable consideration to clients, vendors, government or foreign public officials or other entities or individuals anywhere in the world for the purpose of obtaining or retaining business or securing any improper advantage, directly or indirectly.

This is particularly the case with respect to foreign public officials. A foreign public official is generally any person holding a legislative, administrative or judicial office of a foreign country, whether appointed or elected; any person exercising a public function for a foreign country, including for a public agency or public enterprise; and any official or agent of a public international organization.

We will not, directly or indirectly through another party, offer or make any corrupt payments to any government officials, including employees of state-owned enterprises. These requirements apply to CIGI employees, consultants and other agents, no matter where they are doing business. Anyone who retains a consultant or other agent who will be acting on behalf of CIGI in dealing with third parties must receive written confirmation from that agent or consultant that he or she will comply with the requirements of applicable anti-bribery laws. Additional direction on this issue is contained in CIGI’s Prevention of Bribery Policy and any local anti-bribery policies which apply to you, which are located on the Colliers Hub.

Financial records must accurately reflect transactions, assets and liabilities and conform to generally accepted accounting principles. No entry that hides or disguises the true nature of any transaction may be made on the firm's books and records.

Giving and receiving gifts

You must use good judgment when giving gifts to individuals employed by our clients or to other third parties with whom we do business. You must not offer a gift that would cause someone to violate his or her own company's code of ethics. The value of any gift given should never be large enough to give even the appearance of being a bribe in order for the client to continue to provide us (or provide us new or additional) business.

Additionally, accepting gifts from clients, suppliers or other third parties can give rise to an actual or perceived conflict of interest.

CIGI has issued a Global Travel & Entertainment Policy that further describes appropriate and inappropriate conduct with respect to giving and receiving gifts. This policy is available on the Colliers Hub. A violation of that policy is a violation of this Code.

Zero tolerance for any form of money laundering

Real estate can be used as a vehicle to launder money. Money is "laundered" to conceal related criminal activity such as drug trafficking, terrorist activity or illegal tax avoidance; it conceals the true source of funds. We will comply with all applicable anti-money laundering laws. We will never knowingly participate in a scheme to launder money, underreport the size of a cash transaction or wrongfully avoid tax liability. Furthermore, we will make reasonable efforts to become familiar with our clients to decrease the possibility that we will be unwittingly used to assist in money laundering. "Willful ignorance" of money laundering on our part is unacceptable.

OUR SHAREHOLDERS

CIGI is publicly traded on the Toronto Stock Exchange and the NASDAQ. As such, we owe duties to our shareholders and the public market.

Insider trading

Insider trading, for the purpose of this Code, refers to the purchase or sale of CIGI securities by a person with knowledge of material non-public information. Insider trading is illegal and strictly prohibited.

Someone with insider information (i.e., material non-public information) may not inform, other than in the necessary course of business and then only in certain circumstances, another person or entity of material non-public information. This activity is known as tipping. Tipping is illegal and strictly prohibited by this Code because it places material non-public information in the hands of a few persons and not in the hands of the broader investing public. The question of whether a particular disclosure is being made in the necessary course of business must be determined on a case-by-case basis.

“Material non-public information" consists of both "material facts" and "material changes." A "material fact" means a fact that would reasonably be expected to have a significant effect on the market price or value of the securities of CIGI. A "material change" means a change in the business, operations or capital of CIGI that would reasonably be expected to have a significant effect on the market price or value of any of the securities of CIGI and includes a decision to implement such a change if such a decision is made by the Board of Directors or by senior management of CIGI, who believe that confirmation of the decision by the Board of Directors is probable.

It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of CIGI’s securities.

Further information regarding insider trading and rules applicable to the trading of CIGI securities (including restrictions on trading during any “blackout period”) are set out in the CIGI Policy on Trading of Securities, which is available on the Colliers Hub. A violation of that policy is a violation of this Code.

Internal Approvals

In each jurisdiction in which we operate, rules have been established regarding the necessary internal approvals required for certain types of transactions or actions. These rules have been established in order to ensure that individuals from the various areas of the Company are involved in such decisions, and that senior leadership is aware of and given an opportunity to approve items of significance. All employees and independent contractors of the Company are expected to adhere to the rules and policies applicable to their region. If you are unsure regarding the approvals required for a given matter, you are encouraged to contact your direct supervisor.

Treatment of our brand

The Colliers International name, brand identity and logo (and any other service marks we may adopt to identify our businesses) are powerful and valuable assets that differentiate us. No rights to use our name or brand should ever be granted to third parties except with appropriate approvals and legal review and in accordance with Company policy.

Non-disparagement

While you are employed or engaged by the firm, you have an obligation to support Colliers. It is therefore not appropriate for you to make voluntary or gratuitous negative comments about CIGI or to in any way disparage the firm's reputation to anyone outside the firm such as by leaking information to the media or by making negative comments on electronic message boards, in chat rooms or in emails. If CIGI is damaged, it may have the legal right to obtain from an internet service provider the name of the person who disclosed inappropriate information. This does not mean, of course, that you cannot provide constructive criticism within the firm for valid business purposes and to improve the firm or that you cannot give your honest opinions, even if negative, to outside parties when required by law to do so, as in the case of litigation or a governmental investigation. You must always answer an inquiry from a government or judicial body truthfully and in good faith, and any misrepresentation to such a body will constitute a violation of this Code.

Social Media

You are personally responsible for what you communicate in social media. Remember that what you publish might be available to be read by a mass audience (including the Company itself, future employers and social acquaintances) for a long time. Keep this in mind before you post content. Remember that there are no guarantees that any postings intended to be private or personal in nature will remain that way. Your work and personal life are not always easily distinguishable online, and it is therefore expected that employees will conduct themselves in a manner which is honest and respectful in both capacities at all times. A detailed Social Media policy has been put together and is available on the Colliers Hub, setting out further information regarding our expectations regarding the use of social media. Any violation of that policy is a violation of this Code.

Serving as an officer or director of an unaffiliated company

There are situations where the firm may benefit from having you serve as an officer or a member of the board of directors of another company or of an industry association, subcommittee or educational/best practices group, but there are also situations where such activity could cause significant conflicts for you personally and for our Company. Therefore, you are not to serve on the board (or in a similar capacity) of a for-profit company that is not majority-owned by CIGI without the prior written approval of your regional leadership. You do, however, have the ability to serve on up to three non-profit or industry-focused Boards.
Conflicts of interest with the Company

In addition to any circumstances which may result in a person subject to this Code being in conflict with the interests of Colliers’ clients, any conflict of interest between you and the Company must be avoided. Such a conflict of interest can arise when your private interest (or that of a member of your family) interferes, or even can be perceived to interfere, with the interests of the Company. An example could include where you select or engage a vendor on behalf of the Company without disclosing a direct or indirect interest held by you or a family member in such vendor. In some instances, specific prohibited conflicts of interest may be listed in your employment or engagement agreement, or in applicable local or regional policies.

In certain circumstances, the determination of whether a conflict of interest exists can be unclear, and if you are unsure how this Code may apply, you are encouraged to consult your supervisor or the Vice President, Legal Counsel for advice.

REPORTING A VIOLATION

You may report a violation or a potential violation of this Code in one of the following ways:

1.You may report a violation or possible violation by way of our ethics hotline, Colliers Direct. Colliers Direct is a reporting pathway for employees to share their concerns about behaviors that may be illegal, unethical or harmful to Colliers. Subject to any applicable laws, you have the choice to report anonymously via Colliers Direct. If you make an anonymous report, please remember that it is much more difficult for us to investigate thoroughly any situation without sufficient facts. So, providing us with as much information as you can will increase the chance of our being able to understand and successfully resolve the matter. You may reach Colliers Direct, which is staffed 24 hours a day by a separately owned and operated company, by phone at 1-844-525-1887 or 770-409-5028, if you are calling from outside of North America. Alternatively, you may reach Colliers Direct via the Internet at https://colliers.tnwreports.com/.

2.You may contact CIGI’s Vice President, Legal Counsel & Corporate Secretary or your local legal representative to discuss any of the mandates contained in this Code or to report a perceived violation.